8-K
filed May 28, 2026, 9:17 AM ET
ticker AMWD
CIK 0000794619
M&A
confidence high
sentiment positive
materiality 0.90
AMERICAN WOODMARK CORP (AMWD): M&A transaction — American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share
AMERICAN WOODMARK CORP
- Pre-closing MasterBrand shares represent ~63% of combined company; AMWD delisted from Nasdaq, MBC remains on NYSE.
- Combined company expects ~$90M annual run-rate cost synergies by end of year three, accretive to adjusted EPS in year two.
- Dave Banyard remains President & CEO; three former AMWD directors (Cogan, Fracassa, Hendrix) join MasterBrand board.
- American Woodmark becomes wholly owned subsidiary of MasterBrand; headquarters in Beachwood, OH, with presence in Winchester, VA.
- Credit agreement with Wells Fargo terminated in connection with closing.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AMERICAN WOODMARK CORP: Articles of Incorporation amended and restated to match Merger Sub's articles with name change.
- Change
- charter amendment
Exact text from the filing
the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AMERICAN WOODMARK CORP: Bylaws amended and restated to match Merger Sub's bylaws with name change.
- Change
- bylaw amendment
Exact text from the filing
the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AMERICAN WOODMARK CORP underwent a change of control involving MasterBrand, Inc. for 5.150 shares of MasterBrand common stock (closed 2026-05-28).
- Action
- change of control
- Counterparty
- MasterBrand, Inc.
- Consideration
- 5.150 shares of MasterBrand common stock
- Closing
- 2026-05-28
Exact text from the filing
Merger Consideration Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.150 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”), plus cash in lieu of any fractional shares. Treatment of American Woodmark Equity Awards Pursuant to the
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AMERICAN WOODMARK CORP terminated Second Amended and Restated Credit Agreement with Wells Fargo Bank, National Association (effective 2026-05-28).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association
- Effective
- 2026-05-28
Exact text from the filing
American Woodmark terminated all outstanding obligations under the Second Amended and Restated Credit Agreement, dated as of October 10, 2024, by and among American Woodmark, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.
View on SEC.gov
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